Bylaws of the Retired Greek Orthodox Clergy Association, Inc.

Preamble

When it became evident that the number of retired clergy of the Greek Orthodox Archdiocese of America was growing, two far-seeing brothers, the late Fr. John Zanetos, of blessed memory, and Fr. George L. Papadeas, suggested to other retired brothers that it would be a good idea to create a not for profit corporation (Association) of retired clergy. In 1988, Fathers John C. Zanetos, Demosthenes Mekras, Emmanuel Bouyoucas, Dean Timothy Andrews and George Papadeas joined together to form the first Board of Trustees of the Retired Clergy. They incorporated under the laws of the State of Florida. Presently the Association is incorporated under the laws of the State of New York.

Article 1 - Name - Address - Emblem

Section 1 - Name

The official legal name of the Association is "Retired Greek Orthodox Clergy Association, Inc” as it was incorporated under the State of New York. It will also be known by the acronym R.C.A. (Retired Clergy Association). The name appearing on its official emblem will be "Greek Orthodox Retired Clergy."

Section 2 Address

The address of the Association will be that of its current President.

Section 3 Patron Saint

The Patron Saint of the organization is Saint Melchizedek of the Old Testament

Section 4 Emblem

The Association shall have an Emblem, which shall incorporate the following words:

In Greek: ΙΕΡΕΥΣ ΕΙΣ ΤΟΝ ΑΙΩΝΑ, In English: GREEK

ORTHODOX RETIRED CLERGY AND THE YEAR 1988

Article II - Purposes

The purposes of the Association are to:

Section 1
Promote fellowship among the retired clergy and their families and to assist each other in problems and emergencies, personal, emotional or financial they may have to face alone.

Section 2
Promote cooperation and mutual respect with the active clergy by helping, supporting, guiding, sharing their experiences with them and aiding them in their ministry, when requested to, and to help prepare them for retirement.

Section 3
Support all the activities, growth and progress of the Church through close cooperation between the Board of Trustees of the Retired Clergy Association and the Archdiocesan Presbyters Council by having occasional meetings together.

Section 4
Work closely with both the clergy and the laity for the promotion of the welfare and progress of the Church.

Section 5
Take an active role in the administration of the Church by voicing our opinion at Clergy-Laity Congresses.

Section 6
When solicited, offer our advise to the Archbishop on all matters vital to the Church.

Section 7
Guard and improve any and all benefits, to which the Retired Clergy are entitled.

Section 8
Have a Trust Fund to protect funds donated for scholarships, benevolence and any other special programs that have and will be donated.

Article III - Membership

Section 1
Members of the Association, with the right to vote, shall be all the retired clergy of the Greek Orthodox Archdiocese of America, upon the payment of the minimum stewardship of $50.00.

Section 2
Membership, without the right to vote, is also extended to any active clergy of the Greek Orthodox Archdiocese of America upon the payment of the minimum stewardship.

Section 3
Associate membership, without the right to vote, is extended to all Orthodox clergy, laity, male and female, upon the payment of the minimum stewardship of $50.00.

Section 4
Honorary membership, without the right to vote, is extended to all Presvyteres of the living retired clergy and to the widowed Presvyteres.

Article IV - Meetings

Section 1 General Assembly

The Association shall hold a regular General Assembly at the Archdiocesan Clergy-Laity Congress with 25 members in good standing comprising quorum. When deemed necessary the Board of Trustees of the Association or 10% of the members in good standing who have paid their minimum stewardship may call a special general assembly by notifying the members by first class mail at least 30 days before the date of such assembly of the time and place of the assembly, and stating the matters to be discussed at the assembly.

Section 2 Board of Trustees Meetings

a. The Board of Trustees of the Association will meet the day before the Association's General Assembly held during the Archdiocesan Clergy-Laity Congress.

b. The newly elected Board of Trustees will meet following the Association's General Assembly held during the Archdiocesan Clergy-Laity Congress and again each year in October and February at a place and time set by the President and at such times when the President and/or Officers of the Association shall deem it necessary to call a special Board of Trustees meeting. The quorum shall be at least five.

Section 3 Order of Business

All meetings shall be conducted according to Robert's Rules of order. All decisions will be made, after due deliberation, by majority voice vote or secret ballot if requested by any member attending. All decisions will be communicated to His Eminence the Archbishop and all Metropolitans for their information.

Article V - Board of Trustees

Section 1 Number of the Board of Trustees

The Board of Trustees shall consist of the following: President, Vice-President, Secretary, Treasurer, two Trustees, and the past President. A total of six voting members. Other past Presidents are welcome to attend and offer their advice without a vote.

Section 2 Term of Office

The Board of Trustees shall be elected at each Association's General Assembly held during the Archdiocesan Clergy-Laity Congress and serve until the next Association's General Assembly held during the Archdiocesan Clergy-Laity Congress. The Officers, if reelected, may only serve two consecutive terms in the same office.

Section 3 Duties

The Board of Trustees shall be in total charge and have complete supervision of the affairs of the Association, policies, finances, direction and activities within the framework of the Articles of its Incorporation and its Bylaws.

Section 4 Vacancy

If a vacancy occurs on the Board of Trustees, the Board of Trustees shall elect a member in good standing of the Association to fill the vacancy within thirty days.

Section 5 Termination

Any member of the Board of Trustees who misses two consecutive meetings or who fails to fulfill his assign­ment will be terminated and the Board of Trustees with replace him within thirty days.

Article VI - Officers / Duties

Section 1 Number of Officers

The Officers of the Association shall be four: President, Vice President, Secretary and Treasurer.

Section 2 Election of Officers

The Officers of the Association shall be elected at the Archdiocesan Clergy-Laity Congress Board Meeting from among the newly elected Board of Trustees.

Section 3 The President

a. The President shall preside at all meetings of the Association, including the Association's General Assembly.

b. He shall prepare the agenda for all meetings, and direct discussions, without the right to vote, except in the case of a tie.

c. He shall appoint an Election Committee and an Auditing Committee and as many committees he deems necessary to insure the efficient operation of the Association.

d. He along with the Treasurer of the Association shall sign all checks, vouchers or drafts for the Association. The second signature may be one of the other signatories designated by the President and Treasurer on the account.

e. He shall have the right to expend, without the consent of the Board of Trustees of the Association or the Members of the Association, the sum of up to $1,000.00 for any reason, which he deems beneficial to the Association. Exception will be if someone donates a specific amount for a specific item.

f. This shall include the designation by the President of a representative to attend the funeral of an active member of the RCA. The travel expenses shall be paid for and assumed by the association.

g. A donation of $500.00 will be sent to the widow upon the death of any paid member.

Section 4 The Vice-President

a . The Vice-President will assume all the duties of the President whenever the President is absent. In the event of resignation, the Vice-President will become the President of the Association for the balance of the President's term of office.

b. The Vice-President shall coordinate the "Priestly Chats with Older Brothers" program at the Holy Cross School of Theology.

Section 5 The Secretary

The Secretary shall keep all books and reports of the Association. He will take and record the minutes of all meetings and distribute copies thereof to all authorized to receive them or request them. He will handle and sign all correspondence along with the President. He will issue necessary certificates, keep corporate papers and records and all other documents of the Association.

Section 6 The Treasurer

a. The Treasurer shall have complete control of all the moneys of the Association and present a written financial report at all meetings.

b. He shall receive and deposit all funds received from the members or any other source, including all projects and activities of the Association, and issue official receipts for same.

c. He shall disperse funds by check, signed by him and the President of the Association, for legitimate bills received, and shall reimburse the Officers, Trustees and any other member of the Association for any reasonable expenses incurred by them in the exercise of their duties or assignments, after the approval and authorization by the President.

d. He will receive the financial obligation of each member, which is a stewardship of a minimum of $50 per year. This amount can be increased, if necessary, at a General Assembly.

e. He will present the books to the Audit Committee who upon completion of the audit will report to the General Assembly.

f. The fiscal year shall be the Ecclesiastical Year, September 1st to August 31st.

Section 7 The Two Trustees

The Two Trustees shall participate in all meetings of the Board and assume any duties or assignments the President may assign them.

Section 8 The Editor of the Epistle

a. The Editor of the Epistle shall be appointed by the Board of Trustees.

b. He shall not be an elected Board Member.

c. He shall not hold any other office

d. He shall not have a vote

Article VII - Elections

Section 1 Election Committee

a. A three man Election Committee will be appointed by the President.

b. The Election Committee will conduct the elections at the Association's General Assembly held during the Archdiocesan Clergy-Laity Congress and announce the six names of those elected and who will constitute the new Board of Trustees, along with the immediate past President.

c. The Election Committee will supervise the Election of Officers following the Election of the Board of Trustees.

Section 2 Order of Elections

a. In the April issue of the EPISTLE an announcement of the forthcoming elections will be published along with the names and addresses of the Election Committee as well as a Candidate's Form.

b. Those interested in being a candidate for the six elected Members of the Board of Trustees will be asked to return the Candidate's Form directly to the Chairman of the Election Committee. The form must be postmarked by the May 15th deadline.

c. The Election Committee will count the votes at the Association's General Assembly held at the Archdiocesan Clergy-Laity Congress and announce the names of the six newly elected who will constitute the new Board of Trustees along with the Pasts Presidents.

Section 3 Eligible Voters

a. All members in good standing are eligible to vote.

b. New members must have met their membership obligations three months prior to the election in order to vote.

Section 4 Election of Officers

Shortly after the election of the Board of Trustees, while still at the Archdiocesan Clergy-Laity Congress, at a time and place announced by the Election Committee, the six members of the Board of Trustees and the immediate past President will meet and elect their officers under the supervision of the Election Committee. The President and Vice President must have served on as a Board of Trustees for one full term in order to be eligible.

Section 5 Oath of Office

The entire Board of Trustees will take the oath of office before His Eminence the Archbishop or any other Hierarch before departing from the Archdiocesan Clergy-Laity Congress.

Article VIII - Committees

The President, in consultation with his Board of Trustees shall appoint the following Committees.

Section 1. Membership.
To bring into the Organization new members in accordance with Article III of these By-laws.

Section 2. Presvyteres.
A five member committee from the body of Presvyteres which will bring to the at­tention of the Board of Trustees all the problems and needs of the Presvyteres. The Presvyteres may recom­mend to the President which five will constitute the Presvyteres Committee.

Section 3. Benefits, Charity and Philanthropy.

To actively pursue the betterment of our health, and financial, benefits; to establish guidelines. of remuneration when serving as substitutes or assistants at various parishes; also, to sponsor the presence of members of the Retired Clergy Association' at HC/HC who will speak on various facets of their professional experiences with the Senior Class at the Holy Cross School of Theology

Section 4. Historian.

A committee of three shall be appointed to gather all documents dealing with the crea­tion and establishment of the Association and to write the history of the life and works of the Association, and keep it current.

Section 5. Audit Committee.

A three member Audit Committee which will audit the financial books of the Association and report to the General Assembly.

Section 6. Elections Committee.

A three member Elections Committee that will conduct the Elections.

Section 7. Retired Clergy Metropolitan Representatives.

The President shall appoint a representative of the Association in each of the nine Metropolis’ of the Greek Orthodox Church of America who shall be responsible for locating, being in touch with, and serving the Retired Clergy and Widowed Presvyteres in their respective Dioceses, and conveying their needs to the Board of Trustees, and their news to the Editor of the EPISTLE.

Section 8. Other Committee.

Any other Committee that the President and his Board will consider useful in the promotion of the work of the Association.

Section 9 Trust Fund Committee

a. Members. The trust fund Committee will consist of (3) Retirees which will selected from a list of active Paid Retired Clergy Members. Each term will be for four (4) year term, except for the first election—wherein—the first candidate would be elected for a four year term (4) and the second candidate should be elected for two (2) year term. The will be committee of three will be selected by the membership at the General Assembly of the Retired Clergy Association during the Clergy Laity The President can be elected to serve as a member of the trust fund committee and will have the right to vote. If the President is not elected and would like to be on the Board but without a vote. Each elected member will have one (1) vote. A candidate or candidates must be a contributing member of the Retired Clergy Association, however, the candidate or candidates must be a contributing member of the Retired Clergy Association for at least two years.

b. Resignation. In the event a trust fund committee member resigns, the committee will select a replacement Retired and approved by the Board of Trustees at their next Board Meeting. Final approval will take place at the next Clergy Laity Congress.

c. Responsibilities. The committee will be responsible to protect the funds and to oversee that the funds are used in accordance with the Trust Fund Agreement. The committee will be responsible for investing with the aid and assistance of an investment advisor, in a protected fund to yield the most interest. The committee will not have the right to make any changes as to who the Investor Advisor is, without the approval of a unanimous vote by the Board of Trustees. Thereafter, it will be presented to the General Assembly which will require a 2/3rd vote. Changes to the investment portfolio/strategies or investment manager shall be made by the trust fund committee with the approval of the RCA Board of Trustees. The committee is required to notify the members annually in writing to be mailed on or prior to May 10th, as to the status of the trust fund.

d. Interim Committee. A committee consisting of three (3) Retired Clergy Association members selected by the Board of Trustees to set up the trust fund. Once the trust fund is set up, the interim committee will be responsible to register the trust fund with the New York State trust fund department. The interim committee will be required to report to the membership at the 2016 Clergy Laity Congress, at which time the final approval will be given.

THE TRUST FUND INVESTMENT

PART ONE (1)

Named for the Donor Jim & Ted Pedas Family Grant

Amount $225,000.00

The interest of the trust fund may be used to offer a $2,500.00 scholarships for persons selected by the scholarship committee and approved by the Board of Trustees. The balance of the interest of the trust fund shall only be used for benevolent purposes and the principal or corpus of the trust may not be invaded for any purpose.

PART TWO (2)

Named for the Donor Dr. Nicholas & Nancy Vitalakis Family

The Vidalakis family have contributed $150,000.00 shall be placed in a separate segregated fund, with the interest to be divided annually for two (2) scholarships. The trustee fund committee decision shall be final.

In the event that there is insufficient interest from the trust fund committee in order to provide for two (2) of $2,500.00 scholarships, this trust fund after the use of the interest and in the event that the interest in not enough to cover the cost of scholarship having been exhausted, the principal then may be invaded at the sole discretion of the trust fund committee.

DISSOLUTION

Whenever the Retired Clergy Association ceases to act pursuant in its corporate purposes and its religious services, and upon 2/3rds of the members of the corporation assembled at the next Clergy Laity or at a properly noticed special meeting pursuant to the Not-For-Profit Law may dissolve the corporation upon a) proper notice of ten (10) days to all the members, b) provided for the payment of all debts, costs and expenses, including reasonable attorney fees, and c) any surplus over such expenses shall be contributed only to the Greek Orthodox Clergy Pensions Fund to continue the Scholarship program.

Article IX - Amendments

These Bylaws may be amended by a two-thirds majority of the paid membership those present and voting, provided they constitute a quorum, at any General Assembly, after circulation among the members of the proposed amendments at least one month before the date of the Assembly